<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
February 4, 2000
Date of Report
(Date of Earliest Event Reported)
Commission File No. 2-97869-D
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CRAFTCLICK.COM, INC.
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(Name of Small Business Issuer in its Charter)
Utah 2-97869-D 87-0419571
(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
432 Culver Blvd.
Playa Del Rey, California 90293
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(Address of Principal Executive Offices)
Issuer's Telephone Number: (310) 827-3500
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Item 2. Acquisition or Disposition of Assets.
(i) On February 4, 2000, CraftClick.com, Inc. (the "Registrant" or
"CraftClick") entered into an Asset Purchase Agreement (the "Agreement") with
Art 2 Art L.L.C., a Missouri corporation ("Art2Art"), and all of the
stockholders of Art 2 Art (the "Art2Art Stockholders") whereby CraftClick
issued 825,000 shares of "restricted securities" (common stock) to the Art2Art
Stockholders in consideration of the exchange of 100% of the outstanding
voting securities of Art2Art. The Agreement was completed on February 11,
2000. These shares amounted to approximately 7.5% of the post-Art2Art
Agreement outstanding voting securities of CraftClick, taking into account the
securities of CraftClick issued as outlined in subparagraph (ii) of this Item
2 below. Art2Art became a wholly-owned subsidiary of CraftClick on the closing
of the Art2Art Agreement. A copy of the Art2Art Agreement, with exhibits, is
attached hereto and incorporated herein by reference. See Item 7.
Art2art.com is an online full service provider of arts and crafts
products and supplies. The company sells direct to end consumers worldwide,
and offers in excess of 30,000 products.
(ii) Also, on February 4, 2000, CraftClick completed an Asset
Purchase Agreement with Stitches To Go, a partnership ("Stitches"). CraftClick
issued 350,000 shares of "restricted securities" (common stock) to the
partners of Stitches to Go Stitches in consideration of the exchange of 100%
of the assets and liabilities listed in Exhibit A to the Asset Purchase
Agreement. A copy of the Asset Purchase Agreement, with exhibits, is
attached hereto and incorporated herein by reference. See Item 7.
Stitches To Go is an online Needlework supply store, offering over
7,500 items specifically to cross stitching enthusiasts. The Company is a
comprehensive source for all items related to Cross Stitching, where customers
can find patterns, threads, needles, fabric, patterns, and kits.
The consideration exchanged under the Agreement was negotiated at
"arms length" between the directors and executive officers of the Registrant
and the Art 2 Art stockholders and Art 2 Art and Stitches To Go. The members
of the Board of Directors of the Registrant examined criteria used in similar
proposals involving the Registrant in the past, including the relative value
of the assets of the Registrant; its present and past business operations; the
future potential of both Art 2 Art and Stitches To Go; its management; and the
potential benefit to the Registrant and its stockholders. The members of the
Board of Directors determined in good faith that the consideration for the
exchange was reasonable, under these circumstances.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Audited financial statements of Art 2 Art, L.L.C., and to the extent
required, those of Stitches to go, are currently being prepared, and
will be filed with the Securities and Exchange Commission as an
amendment to this Report on or about April 18, 2000.
(b) Pro Forma Financial Information.
Pro Forma financial statements, taking into account the completion
of the Art 2 Art, L.L.C., Agreement, and to the extent required, of
Stitches to Go, regarding the acquisition of its assets, are being
prepared and will be filed with the Securities and Exchange
Commission on or before April 18, 2000.
(c) Exhibits.
10.1 Asset Purchase Agreement
Exhibit A-Stockholders of Art 2 Art
Exhibit B-CraftClick.com Financial Statements.*
Exhibit C-Exceptions.
Exhibit D-Art 2 Art L.L.C. Financial
Statements.
Exhibit E-Exceptions.
Exhibit F-Investment Letter.
Exhibit G-CraftClick.com Compliance Certificate.
Exhibit H-Art 2 Art L.L.C. Compliance
Certificate.
10.2 Asset Purchase Agreement
Exhibit A-Seller's Assets and Liabilities
Exhibit B-Investment Letters
99.1 Press Release dated February 8, 2000
99.2 Press Release dated February 14, 2000
* Incorporated by reference from the filings of the
Securities and Exchange Commission, in CraftClick.com's 10-KSB Annual Report
for the year ended March 31, 1999, and it 10-QSB Quarterly Report for the
quarter ended September 30, 1999.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
CRAFTCLICK.COM, INC.
Date: 2/24/2000 By/s/Sandip Seth
Sandip Seth, Director
and President
Date: 2/24/2000 By/s/Peter A. Yollin
Peter A. Yollin, Director
Secretary and Chairman
Date: 2/24/2000 By/s/Edgar Cayce
Edgar Cayce, Director
and Vice President
ASSET PURCHASE AGREEMENT
THIS AGREEMENT (the "Agreement") is made this 3rd day of February,
2000, among CraftClick.com, Inc., a Utah corporation ("CraftClick"); and Art 2
Art L.L.C., a Missouri limited liability company ("Art2Art"), and its members
(the "Art2Art Members").
W I T N E S S E T H:
RECITALS
WHEREAS, Art2Art owns the websites (www.art2art.com and
www.art2artonline.com) and all related assets, all intellectual property
related to the Art2Art business, Art2Art's currently registered members and
mailing lists, all domain names registered to the Art2Art business and those
that relate to the Art2Art business, the entire content of the Art2Art
websites (the "Art2Art Assets"), and the name "Art 2 Art L.L.C." or any
derivations thereof, all of which Art2Art wishes to sell to CraftClick and
CraftClick wishes to acquire.
WHEREAS, the respective Boards of Directors of CraftClick and
Art2Art have adopted resolutions pursuant to which CraftClick shall acquire
and Art2Art shall sell the Art2Art Assets; and
WHEREAS, the sole consideration for the Art2Art Assets shall be
the exchange of $0.001 par value common stock of CraftClick (which shares are
all "restricted securities" as defined in Rule 144 of the Securities and
Exchange Commission); and
WHEREAS, Art2Art shall acquire in exchange the "restricted
securities" of CraftClick in a reorganization within the meaning of Section
368(a)(1)(C), Section 351 or other tax exempt Sections, rules or regulations
of the Internal Revenue Code of 1986, as amended, only to the extent any such
Sections, rules or regulations are applicable to this Agreement and the
transactions contemplated hereby;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Exchange of Stock
1.1 Number of Shares. CraftClick shall issue 825,000 shares of
its $0.001 par value common voting stock in exchange for the Art2Art Assets,
subject to the assumption of liabilities related to the Art2Art Assets as
carried on the financial statements of Art2Art referred elsewhere herein,
except for the $103,759 obligation due and owing to a related party, for which
such party shall indemnify and hold CraftClick harmless; and provided further
that the Art2Art Members shall pay CraftClick an aggregate total of $4,700 at
the closing (the "Closing") as partial payment on the outstanding liabilities
of Art2Art; and the Art2Art Members shall indemnify and hold CraftClick
harmless from and against any other undisclosed liabilities of Art2Art. All
of the shares of CraftClick common stock to be issued to Art2Art shall be
"restricted securities" as defined in Rule 144 of the Securities and Exchange
Commission, and shall be issued in accordance with and subject to applicable
securities laws, rules and regulations, and, when issued for the consideration
indicated, shall be deemed fully paid and non-assessable.
1.2 Further Assurances. At the Closing, and from time to time
thereafter, Art2Art shall execute such additional instruments and take such
other action as CraftClick may request in order to exchange and transfer clear
title and ownership in the Art2Art Assets to CraftClick, without further
consideration.
1.3 Additional Assets to be Conveyed to and/or Included in the
Assets of Art2Art on Closing. In addition to Art2Art conveying the Art2Art
Assets or other assets presently evidenced in the financial statements of
Art2Art, the Art2Art Members shall convey and/or assign to Art2Art and/or
CraftClick any and all interest each has in the websites www.art2art.com and
www.art2artonline.com and all related assets, all intellectual property
related to the Art2Art business, Art2Art's currently registered members and
mailing lists, all domain names registered to the Art2Art business and those
that relate to the Art2Art business, the entire content of the Art2Art
websites and the name "Art 2 Art L.L.C." or any derivations thereof. The
execution and delivery by Art2Art and the Art2Art Members of this Agreement
shall be deemed to be an assignment and conveyance of such additional assets,
free and clear of any liens or encumbrances.
1.4 Covenant Not to Compete and Use of Confidential Information.
By the execution and delivery of this Agreement, the Art2Art Members covenant
and agree not to compete with CraftClick in any manner whatsoever relating to
the past, present or known proposed business of Art2Art for a period of one
year from the date hereof without the express written permission of
CraftClick; and, the Art2Art Members shall not divulge, use or otherwise deal
with or utilize any of the property, assets or business of Art2Art, including
the Art2Art Assets or the assets outlined in Section 1.3 above, without
qualification, without the express written permission of CraftClick.
1.5 Securities and Exchange Commission Filings. Promptly after
Closing, the directors and executive officers of CraftClick shall cause an 8-K
Current Report dated as of the Closing to be filed with the Securities and
Exchange Commission.
1.6 Closing. The Closing shall take place on the exchange of
duly executed copies of this Agreement and any related exhibits by CraftClick,
Art2Art and the Art2Art Members, and the satisfaction or waiver of any
required conditions to Closing of the parties set forth in Sections 5 and 6
hereof.
Section 2
Closing
The Closing contemplated by Section 1 shall be held at the offices
of Leonard W. Burningham, Esq., Suite 205 Hermes Building, 455 East 500 South,
Salt Lake City, Utah 84111, on or before ten days following the execution and
delivery of this Agreement, unless another place or time is agreed upon in
writing by the parties. The Closing may be accomplished by wire, express mail
or other courier service, conference telephone communications or as otherwise
agreed by the respective parties or their duly authorized representatives.
Section 3
Representations and Warranties of CraftClick
CraftClick represents and warrants to, and covenants with Art2Art
and the Art2Art Members as follows:
3.1 Corporate Status. CraftClick is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Utah and is licensed or qualified as a foreign corporation in all states in
which the nature of its business or the character or ownership of its
properties makes such licensing or qualification necessary (Utah only).
CraftClick is a publicly held company, having previously and lawfully offered
and sold a portion of its securities in accordance with applicable federal and
state securities laws, rules and regulations. CraftClick is a "reporting
issuer" as that term is defined under the Securities Exchange Act of 1934, as
amended (the "1934 Act"); it is "current" in the filing of all reports
required to be filed by it; and the registration statements and reports
previously filed by it with the Securities and Exchange Commission are true
and correct in every material respect and do not contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make
the statements made, in light of the circumstances under which they were made,
not misleading. Its common stock is nominally quoted on the OTC Bulletin Board
of the National Association of Securities Dealers, Inc. (the "NASD") under the
symbol "CTCK."
3.2 Capitalization. The current pre-Agreement authorized
capital stock of CraftClick consists of 300,000,000 shares of $0.001 par value
common voting stock, of which approximately 14,102,945 shares are issued and
outstanding, all fully paid and non-assessable; and 5,000,000 shares of $0.001
par value preferred stock, 100,000 shares of which have been designated as
Series A Convertible Preferred Stock, redeemable and convertible into 10
shares of common stock, and 49,000 of which are the only shares of CraftClick
preferred stock which are issued and outstanding. There are various
outstanding options, warrants or calls pursuant to which CraftClick is
obligated to issue additional shares of its authorized and unissued common
stock; and there are no options, warrants or calls to purchase any authorized
but unissued shares of preferred stock.
3.3 Financial Statements. The financial statements of
CraftClick furnished to the Art2Art Members and Art2Art, consisting of audited
financial statements for the years ended March 31, 1999 and 1998, and the
period ended September 30, 1999, attached hereto as Exhibit B and incorporated
herein by reference, are correct and fairly present the financial condition of
CraftClick at such dates and for the periods involved; such statements were
prepared in accordance with generally accepted accounting principles
consistently applied, and no material change has occurred in the matters
disclosed therein, except as indicated in Exhibit C, which is attached hereto
and incorporated herein by reference. Such financial statements do not
contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading.
3.4 Undisclosed Liabilities. CraftClick has no liabilities of
any nature except to the extent reflected or reserved against in its balance
sheets, whether accrued, absolute, contingent or otherwise, including, without
limitation, tax liabilities and interest due or to become due, except as set
forth in Exhibit C.
3.5 Interim Changes. Since the date of its balance sheets,
except as set forth in Exhibit C, there have been no (1) changes in financial
condition, assets, liabilities or business of CraftClick which, in the
aggregate, have been materially adverse; (2) damages, destruction or losses of
or to property of CraftClick, payments of any dividend or other distribution
in respect of any class of stock of CraftClick, or any direct or indirect
redemption, purchase or other acquisition of any class of any such stock; or
(3) increases paid or agreed to in the compensation, retirement benefits or
other commitments to its employees.
3.6 Title to Property. CraftClick has good and marketable title
to all properties and assets, real and personal, reflected in its balance
sheets, and the properties and assets of CraftClick are subject to no
mortgage, pledge, lien or encumbrance, except for liens shown therein or in
Exhibit C, with respect to which no default exists.
3.7 Litigation. There is no litigation or proceeding pending,
or to the knowledge of CraftClick, threatened, against or relating to
CraftClick, its properties or business, except as set forth in Exhibit C.
Further, no officer, director or person who may be deemed to be an "affiliate"
of CraftClick is party to any material legal proceeding which could have an
adverse effect on CraftClick (financial or otherwise), and none is party to
any action or proceeding wherein any has an interest adverse to CraftClick.
3.8 Books and Records. From the date of this Agreement to the
Closing, CraftClick will (1) give to Art2Art or its representatives full
access during normal business hours to all of CraftClick's offices, books,
records, contracts and other corporate documents and properties so that
Art2Art or its representatives may inspect and audit them; and (2) furnish
such information concerning the properties and affairs of CraftClick as
Art2Art or its representatives may reasonably request.
3.9 Tax Returns. To the extent required by applicable law,
CraftClick has filed all federal and state income or franchise tax returns
required to be filed or has received currently effective extensions of the
required filing dates.
3.10 Confidentiality. Until the Closing (and thereafter if there
is no Closing), CraftClick and its representatives will keep confidential any
information which they obtain from Art2Art concerning the properties, assets
and business of Art2Art. If the transactions contemplated by this Agreement
are not consummated by February 4, 2000, CraftClick will return to Art2Art all
written matter with respect to Art2Art obtained by CraftClick in connection
with the negotiation or consummation of this Agreement.
3.11 Corporate Authority. CraftClick has full corporate power
and authority to enter into this Agreement and to carry out its obligations
hereunder and will deliver to Art2Art or its representatives at the Closing a
certified copy of resolutions of its Board of Directors authorizing execution
of this Agreement by CraftClick's officers and performance thereunder, and
that the directors adopting and delivering such resolutions are the duly
elected and incumbent directors of CraftClick.
3.12 Due Authorization. Execution of this Agreement and
performance by CraftClick hereunder have been duly authorized by all requisite
corporate action on the part of CraftClick, and this Agreement constitutes a
valid and binding obligation of CraftClick and performance hereunder will not
violate any provision of the Articles of Incorporation, Bylaws, agreements,
mortgages or other commitments of CraftClick.
3.13 Environmental Matters. CraftClick has no knowledge of any
assertion by any governmental agency or other regulatory authority of any
environmental lien, action or proceeding, or of any cause for any such lien,
action or proceeding related to the business operations of CraftClick or
CraftClick's predecessors. In addition, to the best knowledge of CraftClick,
there are no substances or conditions which may support a claim or cause of
action against CraftClick or any of CraftClick's current or former officers,
directors, agents or employees, whether by a governmental agency or body,
private party or individual, under any Hazardous Materials Regulations.
"Hazardous Materials" means any oil or petrochemical products, PCB's,
asbestos, urea formaldehyde, flammable explosives, radioactive materials,
solid or hazardous wastes, chemicals, toxic substances or related materials,
including, without limitation, any substances defined as or included in the
definition of "hazardous substances," "hazardous wastes," "hazardous
materials," or "toxic substances" under any applicable federal or state laws
or regulations. "Hazardous Materials Regulations" means any regulations
governing the use, generation, handling, storage, treatment, disposal or
release of hazardous materials, including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act, the
Resource Conservation and Recovery Act and the Federal Water Pollution Control
Act.
3.14 Access to Information Regarding Art2Art. CraftClick
acknowledges that it has been delivered copies of what has been represented to
be documentation containing all material information respecting Art2Art and
the Art2Art Assets; that it has had a reasonable opportunity to review such
documentation and discuss it, to the extent desired, with its legal counsel,
directors and executive officers; that it has had, to the extent desired, the
opportunity to ask questions of and receive responses from the directors and
executive officers of Art2Art, and with the legal and accounting firms of
Art2Art, with respect to such documentation; and that to the extent requested,
all questions raised have been answered to CraftClick's complete satisfaction.
Section 4
Representations, Warranties and Covenants of Art2Art and the Art2Art Members
Art2Art and the Art2Art Members represent and warrant to, and
covenant with, CraftClick as follows:
4.1 Ownership. Art2Art and/or the Art2Art Members own the
Art2Art Assets, free and clear of any liens or encumbrances of any type or
nature whatsoever, and have full right, power and authority to convey the
Art2Art Assets without qualification or consents of any others.
4.2 Corporate Status. Art2Art is a limited liability company
duly organized, validly existing and in good standing under the laws of the
State of Missouri and is licensed or qualified as a foreign corporation in all
states or foreign countries and provinces in which the nature of Art2Art's
business or the character or ownership of Art2Art properties makes such
licensing or qualification necessary.
4.4 Financial Statements. The financial statements of Art2Art
furnished to CraftClick, consisting of unaudited balance sheet and the related
statement of operations for the year ended December 31, 1999, and an unaudited
balance sheet and related statement of operations for the one month ended
January 31, 2000, attached hereto as Exhibit D and incorporated herein by
reference, are correct and fairly present the financial condition of Art2Art
as of these dates and for the periods involved, and such statements were
prepared in accordance with generally accepted accounting principles
consistently applied, and no material change has occurred in the matters
disclosed therein, except as indicated in Exhibit E, which is attached hereto
and incorporated herein by reference. The Art2Art Assets are properly booked
on the balance sheets of Art2Art in accordance with generally accepted
accounting principals. These financial statements do not contain any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements made, in light of the circumstances under which
they were made, not misleading.
4.5 Confidentiality. Until the Closing (and continuously if
there is no Closing), Art2Art and its representatives will keep confidential
any information which they obtain from CraftClick concerning its properties,
assets and business. If the transactions contemplated by this Agreement are
not consummated by February 4, 2000, Art2Art will return to CraftClick all
written matter with respect to CraftClick obtained by them in connection with
the negotiation or consummation of this Agreement.
4.6 Investment Intent. Art2Art is acquiring the shares to be
exchanged and delivered under this Agreement for investment and not with a
view to the sale or distribution thereof, except that it may dissolve and
distribute these shares to the Art2Art Members, and in such event, the Art2Art
Members have no commitment or present intention to sell or otherwise dispose
of the CraftClick shares. Art2Art (and the Art2Art Members, if applicable)
shall execute and deliver to CraftClick on the Closing an Investment Letter
attached hereto as Exhibit F and incorporated herein by reference,
acknowledging the "unregistered" and "restricted" nature of the shares of
CraftClick being received under the Agreement in exchange for the Art2Art
Assets; receipt of certain material information regarding CraftClick; and
whereby each is compromising and/or waiving any claims each has or may have
against Art2Art under any federal or state securities laws, rules or
regulations or otherwise, by reason of the purchase of any securities of
Art2Art by each or any of them prior to the Closing of the Agreement, or for
any other reason whatsoever.
4.7 Corporate Authority. Art2Art has full corporate power and
authority to enter into this Agreement and to carry out its obligations
hereunder and will deliver to CraftClick or its representative at the Closing
a certified copy of resolutions of its Board of Directors authorizing
execution of this Agreement by its officers and performance thereunder.
4.8 Due Authorization. Execution of this Agreement and
performance by Art2Art hereunder have been duly authorized by all requisite
corporate action on the part of Art2Art, and this Agreement constitutes a
valid and binding obligation of Art2Art and performance hereunder will not
violate any provision of the Articles of Incorporation, Bylaws, agreements,
mortgages or other commitments of Art2Art. With the exception of consents of
Art2Art Members or its Board of Directors, as may be required by applicable
law, no consents or authorizations of any type or nature whatsoever are
required to convey the Art2Art Assets to CraftClick.
4.9 Access to Information Regarding CraftClick. Art2Art and the
Art2Art Members acknowledge that they have been delivered copies of what has
been represented to be documentation containing all material information
respecting CraftClick and its present and contemplated business operations,
potential acquisitions, management and other factors; that they have had a
reasonable opportunity to review such documentation and discuss it, to the
extent desired, with their legal counsel, directors and executive officers;
that they have had, to the extent desired, the opportunity to ask questions of
and receive responses from the directors and executive officers of CraftClick,
and with the legal and accounting firms of CraftClick, with respect to such
documentation; and that to the extent requested, all questions raised have
been answered to their complete satisfaction.
Section 5
Conditions Precedent to Obligations of Art2Art and/or the Art2Art Members
All obligations of Art2Art and/or the Art2Art Members under this
Agreement are subject, at their option, to the fulfillment, before or at the
Closing, of each of the following conditions:
5.1 Representations and Warranties True at Closing. The
representations and warranties of CraftClick contained in this Agreement shall
be deemed to have been made again at and as of the Closing and shall then be
true in all material respects and shall survive the Closing.
5.2 Due Performance. CraftClick shall have performed and
complied with all of the terms and conditions required by this Agreement to be
performed or complied with by it before the Closing.
5.3 Officers' Certificate. Art2Art and the Art2Art Members
shall have been furnished with a certificate signed by the President of
CraftClick, in such capacity, attached hereto as Exhibit G and incorporated
herein by reference, dated as of the Closing, certifying (1) that all
representations and warranties of CraftClick contained herein are true and
correct; and (2) that since the date of the financial statements (Exhibit B
hereto), there has been no material adverse change in the financial condition,
business or properties of CraftClick, taken as a whole.
Section 6
Conditions Precedent to Obligations of CraftClick
All obligations of CraftClick under this Agreement are subject, at
CraftClick's option, to the fulfillment, before or at the Closing, of each of
the following conditions:
6.1 Representations and Warranties True at Closing. The
representations and warranties of Art2Art and the Art2Art Members contained in
this Agreement shall be deemed to have been made again at and as of the
Closing and shall then be true in all material respects and shall survive the
Closing.
6.2 Due Performance. Art2Art and the Art2Art Members shall have
performed and complied with all of the terms and conditions required by this
Agreement to be performed or complied with by them before the Closing.
6.3 Officers' Certificate. CraftClick shall have been furnished
with a certificate signed by the President of Art2Art, in such capacity,
attached hereto as Exhibit H and incorporated herein by reference, dated as of
the Closing, certifying (1) that all representations and warranties of Art2Art
and the Art2Art Members contained herein are true and correct; and (2) that
since the date of the financial statements (Exhibit D), there has been no
material adverse change in the financial condition, business or properties of
Art2Art, taken as a whole.
6.4 Consent of the Art2Art Members. 100% of the Art2Art Members
shall have consented to and executed and delivered the Agreement; a total of
$4,700 shall have been paid to CraftClick; and the party to whom the related
party debt referred to in Section 1.1 hereof is owed shall have agreed in
writing that CraftClick is not liable for such debt.
Section 7
Termination
Prior to Closing, this Agreement may be terminated (1) by mutual
consent in writing; (2) by either the directors of CraftClick or Art2Art and
the Art2Art Members if there has been a material misrepresentation or material
breach of any warranty or covenant by the other party; or (3) by either the
directors of CraftClick or Art2Art and the Art2Art Members if the Closing
shall not have taken place, unless adjourned to a later date by mutual consent
in writing, by the date fixed in Section 2.
Section 8
General Provisions
8.1 Further Assurances. At any time, and from time to time,
after the Closing, each party will execute such additional instruments and
take such action as may be reasonably requested by the other party to confirm
or perfect title to any property transferred hereunder or otherwise to carry
out the intent and purposes of this Agreement.
8.2 Waiver. Any failure on the part of any party hereto to
comply with any of its obligations, agreements or conditions hereunder may be
waived in writing by the party to whom such compliance is owed.
8.3 Brokers. Each party represents to the other parties
hereunder that no broker or finder has acted for it in connection with this
Agreement, and agrees to indemnify and hold harmless the other parties against
any fee, loss or expense arising out of claims by brokers or finders employed
or alleged to have been employed by any.
8.4 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given if delivered in
person or sent by prepaid first-class registered or certified mail, return
receipt requested, as follows:
If to CraftClick: 432 Culver Blvd.
Playa Del Rey, California 90393
With a copy to: Leonard W. Burningham, Esq.
455 East 500 South, #205
Salt Lake City, Utah 84111
If to Art2Art: 205 Park Central East
Suite 407 and 408
Springfield, Missouri 65806
8.5 Entire Agreement. This Agreement constitutes the entire
agreement between the parties and supersedes and cancels any other agreement,
representation or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
8.6 Headings. The section and subsection headings in this
Agreement are inserted for convenience only and shall not affect in any way
the meaning or interpretation of this Agreement.
8.7 Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Utah,
except to the extent pre-empted by federal law, in which event (and to that
extent only), federal law shall govern; all actions to enforce this Agreement
shall be brought in the courts of the State of Utah or the United States
District Courts situated in the State of Utah, only.
8.8 Assignment. This Agreement shall inure to the benefit of,
and be binding upon, the parties hereto and their successors and assigns.
8.9 Counterparts. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
8.10 Default. In the event of any default hereunder, the
prevailing party in any action to enforce the terms and provisions hereof
shall be entitled to recover reasonable attorney's fees and related costs.
IN WITNESS WHEREOF, the parties have executed this Asset Purchase
Agreement effective the day and year first above written.
CRAFTCLICK.COM, INC.
Date: 2/3/2000 By/s/ Sandip Seth
Sandip Seth, President
ART 2 ART L.L.C.
Date: 2/3/2000 By/s/Thomas R. Murray
Thomas R. Murray, Managing Member
ART 2 ART L.L.C. MEMBERS
Date: 2/3/2000 /s/ C. H. Curtis
C. H. Curtis
Date: 2/8/2000 /s/Jacque Kessinger
Jacque Kessinger
Date: 2/8/2000 /s/ Charles L. Kessinger, Jr.
Charles L. Kessinger, Jr.
Date: 2/9/2000 /s/ Gordon L. Kinne
Gordon L. Kinne
Date: 2/10/2000 /s/ Robert D. Reynolds
Robert D. Reynolds, Trustee
Date: 2/10/2000 /s/ Kathryn A. Charles
Kathryn A. Charles, Successor Trustee
of Peter O. Charles Revocable Living Trust
Date: 2/10/2000 /s/Richard A. Pendelton
Richard A. Pendelton
Date: 2/10/2000 /s/Anise C. Brasher
Anise C. Brasher, Trustee
Date: 2/9/2000 /s/Robert M. Mahoney
Robert M. Mahoney, Trustee
Date: 2/9/2000 /s/Dr. Paul C. Freiman
Dr. Paul C. Freiman, Trustee
Date: 2/10/2000 /s/Barbara Lorenz
Barbara Lorenz
Date: 2/10/2000 /s/Frank Lorenz
Frank Lorenz
Date: 2/8/2000 /s/Joey D. Wolfe
Joey D. Wolfe
Date: 2/8/2000 /s/Stephen C. Wolfe
Stephen C. Wolfe
Date: 2/11/2000 /s/Thomas R. Murray
Thomas R. Murray
<PAGE>
EXHIBIT A
In the Event of Dissolution
of Art2Art, the
Number of Shares of
Membership CraftClick
Interest of to be
Name Art2Art Received in Dissolution
C. H. Curtis 2.5% 20,625
2303 Gascony Drive
Lake St. Louis, MO 83367-2206
Jacque and Charles L. Kessinger, Jr. 7.5% 61,875
4820 Cherryvale Ave.
Soquel, CA 95073
Gordon L. Kinne 5.0% 41,250
1650 East Battlefield
Springfield, MO 65804
Robert D. Reynolds, Trustee 5.0% 41,250
P. O. box 5900
Springfield, MO 65801
Kathryn A. Charles, Successor Trustee 2.5% 20,625
of Peter O. Charles Revocable
Living Trust
3961 St. Andrews Drive
Springfield, MO 65810
Richard A. Pendelton 2.5% 20,625
4200 South Q uail Creek, Suite B
Springfield, MO 65810
Anise C. Brasher, Trustee 2.5% 20,625
4200 S. Quail Creek, Ste. B
Springfield, MO 65810
Robert M. Mahoney, Trustee 5.0% 41,250
766 S. Augusta Drive
Springfield, MO 65809
Paul C. Freiman, Trustee 5.0% 41,250
2005 East Richmond
Springfield, MO 65804
Frank and Barbara Lorenz 2.5% 20,625
2155 S. Bruce Court
Springfield, MO 65804
Stephen C. and Joey D. Wolfe 10.0% 82,500
1325 South Main
Tulsa, OK 74119
Thomas R. Murray 50% 412,500
937 St. Andrews Circle
Springfield, MO 65809
825,000
<PAGE>
EXHIBIT B
CRAFTCLICK.COM, INC.
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
MARCH 31, 1999 and 1998
AND
SEPTEMBER 30, 1999
<PAGE>
EXHIBIT C
None.
<PAGE>
EXHIBIT D
ART 2 ART L.L.C.
UNAUDITED BALANCE SHEETS AND
RELATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED
DECEMBER 31, 1999
<PAGE>
Baird, Kurtz & Dobson [letterhead]
Board of Directors
Art 2 Art LLC
Springfield, Missouri
We have complied the accompanying balance sheet of ART 2 ART LLC as of
December 31, 1999, and the related statement of operations for the year then
ended, in accordance with Statements on Standards for Accounting and Review
Services issued by the American Institute of Certified Public Accountants.
A Compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and, accordingly, do not
express an opinion or any other form of assurance on them.
Management has also elected to omit substantially all disclosures including
the statement of cash flows required by generally accepted accounting
principles. If the omitted disclosures were included in the financial
statements, they might influence the user's conclusions, about the Company's
financial position, results of operations and cash flows. Accordingly, these
financial statements are not designed for those who are not informed about
such matters.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. The Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/Band, Kurtz & Dolan
February 2, 2000
<PAGE>
ART 2 ART LLC
BALANCE SHEET
DECEMBER 31, 1999
ASSETS
CURRENT ASSETS
Accounts receivable $ 650
Note receivable 10,417
Prepaid Telephone 3,400
Sales tax bond 900
Total Current Assets 15,367
Property and Equipment $ 88,365
Less accumulated Depreciation 32,852 55,513
$ 70,880
LIABILITIES AND MEMBERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Bank overdraft $ 13,068
Accounts payable 22,092
Sales tax payable 357
Total Current Liabilities 35,517
DUE TO RELATED PARTY 103,759
MEMBERS' EQUITY (DEFICIT)
Balance, January 1, 1999 $321,482
Net loss for year (389,878)
(68,396)
$ 70,880
<PAGE>
ART 2 ART LLC
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999
SALES $ 204,329
COST OF SALES 168,027
GROSS PROFIT 36,302
OPERATING EXPENSES
Labor $92,737
Contract Labor 2,296
Amortization 10,024
Bank Charges 1,146
Depreciation 18,966
Dues and Subscription 245
Insurance 752
Internet-advertising 11,219
Maintenance 7,283
Miscellaneous 499
Office 1,412
Postage 1,612
Professional fees 15,313
Rent 3,024
Taxes and licenses 497
Telephone 10,225
Utilities 1,930 179,180
LOSS FROM OPERATIONS (142,878)
OTHER INCOME AND EXPENSE
Miscellaneous 50,000
Start-up expenses (297,000) (247,000)
NET LOSS $(389,878)
EXHIBIT E
None.
<PAGE>
EXHIBIT F
Interwest Transfer Co.
1981 East Murray-Holladay Rd.
P. O. Box 17136
Salt Lake City, Utah 84117
Craftclick.com, Inc.
432 Culver Blvd.
Playa Del Rey, California 90393
Re: Sale of Art2Art Assets by Art 2 Art L.L.C., a Missouri
limited liability company ("Art2Art"), for shares of
Craftclick.com, Inc., a Utah corporation ("Craftclick
or "the Company")
Dear Ladies and Gentlemen:
Pursuant to that certain Asset Purchase Agreement (the
"Agreement") between the undersigned, Art2Art and Craftclick, I acknowledge
that I have approved this exchange; that singly, or on behalf of Art2Art,
("I") am aware of all of the terms and conditions of the Agreement; that I
have received and personally reviewed a copy of any and all material documents
regarding the Company, including, but not limited to Articles of
Incorporation, Bylaws, minutes of meetings of directors and stockholders,
financial statements and the Company's Annual and Quarterly and Current
Reports filed with the Securities and Exchange Commission for the past twelve
months which can be reviewed in the Edgar Archives at www.sec.gov. I
represent and warrant that no director or officer of the Company or any
associate of either has solicited this exchange; that I am an "accredited
investor" as that term is known under the Rules and Regulations of the
Securities and Exchange Commission; and/or, I represent and warrant that I
have sufficient knowledge and experience to understand the nature of the
exchange and am fully capable of bearing the economic risk of the loss of my
entire cost basis. I hereby compromise and waive any claims I have or may
have against Art2Art under any federal or state securities laws, rules or
regulations or otherwise, by reason of the purchase of any securities of
Art2Art by me prior to the Closing of the Agreement, or for any other reason
whatsoever.
I understand that you have and will make books and records of your
Company available to me for my inspection in connection with the contemplated
exchange of my shares, and that I have been encouraged to review the
information and ask any questions I may have concerning the information of any
director or officer of the Company or of the legal and accounting firms for
the Company. I understand that the accounting firm for Craftclick is Mantyla,
McReynolds & Assoc., 5872 South 900 East, #250, Salt Lake City, Utah 84121;
Telephone: (801) 269-1818; and that legal counsel for Craftclick is Leonard W.
Burningham, Esq., 455 East 5th South, Suite 205, Salt Lake City, Utah 84111,
Telephone #801-363-7411.
I also understand that I must bear the economic risk of ownership
of any of the Craftclick shares for a long period of time, the minimum of
which will be one (1) year, as these shares are "unregistered" shares and may
not be sold unless any subsequent offer or sale is registered with the United
States Securities and Exchange Commission or otherwise exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Act"), or other applicable laws, rules and regulations.
I intend that you rely on all of my representations made herein
and those in the personal questionnaire (if applicable) I provided to Art2Art
for use by Craftclick as they are made to induce you to issue me the shares of
Craftclick under the Agreement, and I further represent (of my personal
knowledge or by virtue of my reliance on one or more personal
representatives), and agree as follows, to-wit:
1. That the shares being acquired are being received for
investment purposes and not with a view toward further distribution;
2. That I have a full and complete understanding of the phrase
"for investment purposes and not with a view toward further distribution";
3. That I understand the meaning of "unregistered shares" and
know that they are not freely tradeable;
4. That any stock certificate issued by you to me in connection
with the shares being acquired shall be imprinted with a legend restricting
the sale, assignment, hypothecation or other disposition unless it can be made
in accordance with applicable laws, rules and regulations;
5. I agree that the stock transfer records of your Company
shall reflect that I have requested the Company not to effect any transfer of
any stock certificate representing any of the shares being acquired unless I
shall first have obtained an opinion of legal counsel to the effect that the
shares may be sold in accordance with applicable laws, rules and regulations,
and I understand that any opinion must be from legal counsel satisfactory to
the Company and, regardless of any opinion, I understand that the exemption
covered by any opinion must in fact be applicable to the shares;
6. That I shall not sell, offer to sell, transfer, assign,
hypothecate or make any other disposition of any interest in the shares being
acquired except as may be pursuant to any applicable laws, rules and
regulations;
7. I fully understand that my shares which are being exchanged
for shares of the Company are "risk capital," and I am fully capable of
bearing the economic risks attendant to this investment, without
qualification; and
8. I also understand that without approval of counsel for
Craftclick, all shares of Craftclick to be issued and delivered to me in
exchange for my shares of Art2Art shall be represented by one stock
certificate only and which such stock certificate shall be imprinted with the
following legend or a reasonable facsimile thereof on the front and reverse
sides thereof:
The shares of stock represented by this certificate
have not been registered under the Securities Act of
1933, as amended, and may not be sold or otherwise
transferred unless compliance with the registration
provisions of such Act has been made or unless
availability of an exemption from such registration
provisions has been established, or unless sold
pursuant to Rule 144 under the Act.
Any request for more than one stock certificate must be
accompanied by a letter signed by the requesting stockholder setting forth all
relevant facts relating to the request. Craftclick will attempt to
accommodate any stockholders' request where Craftclick views the request is
made for valid business or personal reasons so long as in the sole discretion
of Craftclick, the granting of the request will not facilitate a "public"
distribution of unregistered shares of common voting stock of Craftclick.
You are requested and instructed to issue a stock certificate as
follows, to-wit:
C. H. Curtis 20,625
(Name(s) and Number of Shares)
424 S. National
(Address)
Springfield, MO 65802
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 10 day of February, 2000.
Very truly yours,
ART 2 ART L.L.C.
By/s/Thomas R. Murray
Thomas R. Murray, Managing Member
<PAGE>
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Charles L. Kessinger Jr. and Jacque Kessinger JTRS 61,875
(Name(s) and Number of Shares)
4820 Cherryvale Ave.
(Address)
Soquel, CA 95073
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 10 day of February, 2000.
Very truly yours,
ART 2 ART L.L.C.
By/s/Thomas R. Murray
Thomas R. Murray, Managing Member
<PAGE>
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Gordon L. Kinne 41,250
(Name(s) and Number of Shares)
4500 E. Farm Road 148
(Address)
Springfield, MO 65809
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 9 day of February, 2000.
Very truly yours,
ART 2 ART L.L.C.
By/s/Thomas R. Murray
Thomas R. Murray, Managing Member
<PAGE>
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Robert D. Reynolds 33,000
(Name(s) and Number of Shares)
P. O. Box 5900
(Address)
Springfield, MO 65801
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 10 day of February, 2000.
Very truly yours,
ART 2 ART L.L.C.
By/s/Thomas R. Murray
Thomas R. Murray, Managing Member
<PAGE>
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Larry C. Herndon 8,250
(Name(s) and Number of Shares)
2501 S. Chapel
(Address)
Springfield, MO 65809
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 10 day of February, 2000.
Very truly yours,
ART 2 ART L.L.C.
By/s/Thomas R. Murray
Thomas R. Murray, Managing Member
<PAGE>
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Kathryn A. Charles, Successor Trustee of Peter C. Charles Revocable
Living Trust Trust 20,625
(Name(s) and Number of Shares)
3961 E. St. Andrews Drive
(Address)
Springfield, MO 65809-1531
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 10 day of February, 2000.
Very truly yours,
ART 2 ART L.L.C.
By/s/Thomas R. Murray
Thomas R. Murray, Managing Member
<PAGE>
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Richard A. Pendleton 20,625
(Name(s) and Number of Shares)
4200 S. Quail Creek
(Address)
Springfield, MO 65810
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 10 day of February, 2000.
Very truly yours,
ART 2 ART L.L.C.
By/s/Thomas R. Murray
Thomas R. Murray, Managing Member
<PAGE>
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Anise C. Brasher and Richard A. Pendleton, or their successors, as
Trustees under the Anise C. Brasher Revocable Trust UTA dated August
1, 1995 20,625
(Name(s) and Number of Shares)
4200 S. Quail Creek
(Address)
Springfield, MO 65810
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 10 day of February, 2000.
Very truly yours,
ART 2 ART L.L.C.
By/s/Thomas R. Murray
Thomas R. Murray, Managing Member
<PAGE>
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Robert M. Mahoney TTEE 41,250
(Name(s) and Number of Shares)
766 S. Augusta Drive
(Address)
Springfield, MO 65809
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 9 day of February, 2000.
Very truly yours,
ART 2 ART L.L.C.
By/s/Thomas R. Murray
Thomas R. Murray, Managing Member
<PAGE>
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Dr. Paul C. Feiman 41,250
(Name(s) and Number of Shares)
2005 E. Richmond
(Address)
Springfield, MO 65804
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 9 day of February, 2000.
Very truly yours,
ART 2 ART L.L.C.
By/s/Thomas R. Murray
Thomas R. Murray, Managing Member
<PAGE>
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Frank S. and Barbara Lorenz JTRS 20,625
(Name(s) and Number of Shares)
2155 S. Bruce Court
(Address)
Springfield, MO 65804
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 10 day of February, 2000.
Very truly yours,
ART 2 ART L.L.C.
By/s/Thomas R. Murray
Thomas R. Murray, Managing Member
<PAGE>
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Joey D. Wolfe 41,250
(Name(s) and Number of Shares)
5809 S. Atlanta Ave.
(Address)
Tulsa, OK 74105
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 11 day of February, 2000.
Very truly yours,
ART 2 ART L.L.C.
By/s/Thomas R. Murray
Thomas R. Murray, Managing Member
<PAGE>
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Stephen C. Wolfe 41,250
(Name(s) and Number of Shares)
5809 S. Atlanta Ave.
(Address)
Tulas, OK 74105
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 11 day of February, 2000.
Very truly yours,
ART 2 ART L.L.C.
By/s/Thomas R. Murray
Thomas R. Murray, Managing Member
<PAGE>
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Amy W. & Russell T. Murray JTRS
(Name(s) and Number of Shares)
2189 E. Claiborne
(Address)
Springfield, MO 65804
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 11 day of February, 2000.
Very truly yours,
ART 2 ART L.L.C.
By/s/Thomas R. Murray
Thomas R. Murray, Managing Member
<PAGE>
You are requested and instructed to issue a stock certificate as
follows, to-wit:
N. Faye & Thomas R. Murray
(Name(s) and Number of Shares)
937 St. Andrews Circle
(Address)
Springfield, MO 65809
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 11 day of February, 2000.
Very truly yours,
ART 2 ART L.L.C.
By/s/Thomas R. Murray
Thomas R. Murray, Managing Member
IN THE EVENT OF DISSOLUTION OF
ART 2 ART:
Date: 2/10/2000 /s/C. H. Curtis
C. H. Curtis
Date: 2/10/2000 /s/Jacque Kessinger
Jacque Kessinger
Date: 2/10/2000 /s/Charles L. Kessinger, Jr.
Charles L. Kessinger, Jr.
Date: 2/10/2000 /s/Gordon L. Kinne
Gordon L. Kinne
Date: 2/10/2000 /s/Robert D. Reynolds, Trustee
Robert D. Reynolds, Trustee
Date: 2/10/2000 /s/Kathryn A. Charles
Kathryn A. Charles, Successor Trustee
of Peter O. Charles Revocable Living Trust
Date: 2/10/2000 /s/Richard A. Pendelton
Richard A. Pendelton
Date: 2/10/2000 /s/ Anise C. Brasher
Anise C. Brasher, Trustee
Date: 2/10/2000 /s/Robert M. Mahoney
Robert M. Mahoney, Trustee
Date: 2/10/2000 /s/Dr. Paul C. Freiman
Dr. Paul C. Freiman, Trustee
Date: 2/10/2000 /s/Barbara C. Lorenz
Barbara Lorenz
Date: 2/10/2000 /s/Frank Lorenz
Frank Lorenz
Date: 2/8/2000 /s/Joey D. Wolfe
Joey D. Wolfe
Date: 2/8/2000 /s/Stephen C. Wolfe
Stephen C. Wolfe
Date: 2/3/2000 /s/Thomas R. Murray
Thomas R. Murray
<PAGE>
EXHIBIT G
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF REORGANIZATION
The undersigned, the President of Craftclick.com, Inc., a Utah
corporation ("Craftclick"), represents and warrants the following as required
by the Asset Purchase Agreement (the "Agreement") between Craftclick and Art 2
Art L.L.C., a Missouri limited liability company ("Art2Art"), and its members
(the "Art2Art Members"):
1. That he is the President of Craftclick and has been
authorized and empowered by its Board of Directors to execute and deliver this
Certificate to Art2Art and the Art2Art Members.
2. Based on his personal knowledge, information, belief and
opinions of counsel for Craftclick regarding the Agreement:
(i) All representations and warranties of Craftclick
contained within the Agreement are true and correct;
(ii) Craftclick has complied with all terms and provisions
required of it pursuant to the Agreement; and
(iii) There have been no material adverse changes in the
financial position of Craftclick as set forth in its
financial statements for the periods ended March 31,
1999 and 1998, and September 30, 1999, except as set
forth in Exhibit C to the Agreement.
CRAFTCLICK.COM, INC.
By/S/Sandip Seth
Sandip Seth, President
<PAGE>
EXHIBIT H
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF REORGANIZATION
The undersigned, the President of Art 2 Art L.L.C., a Missouri
limited liability company ("Art2Art"), represents and warrants the following
as required by the Asset Purchase Agreement (the "Agreement") between Art2Art,
its members (the "Art2Art Members") and Craftclick.com, Inc., a Utah
corporation ("Craftclick"):
1. That he is the President of Art2Art and has been authorized
and empowered by its Board of Directors to execute and deliver this
Certificate to Craftclick.
2. Based on his personal knowledge, information, belief:
(i) All representations and warranties of Art2Art
contained within the Agreement are true and correct;
(ii) Art2Art has complied with all terms and provisions
required of it pursuant to the Agreement; and
(iii) There have been no material adverse changes in the
financial position of Art2Art as set forth in its
unaudited balance sheets for the year ended December
31, 1999, and the one month ended January 31, 2000,
except as set forth in Exhibit E to the Agreement.
ART 2 ART L.L.C.
By/S/Thomas R. Murray
Thomas R. Murray, Managing Member
Asset Purchase Agreement
This Asset Purchase Agreement (the "Agreement") is made and effective
February 4, 2000, by and between CraftClick.com, Inc., An Utah Corporation
("Buyer") and Stitches to go, a Partnership ("Seller").
Seller operates a Stitchery web site specific to the online crafts
community under the name gostitch.com (the "Business").
Seller desires to sell to Buyer, and Buyer desires to purchase from
Seller, certain assets of Seller used in the Business, subject to the terms of
this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Transfer of Assets. At the Closing, subject to the terms of this
Agreement, Seller shall sell, assign, transfer, convey and deliver to Buyer,
and Buyer shall purchase from Seller, free and clear of all liens,
encumbrances, claims, clouds, charges, equities or imperfections of any
nature, all software, databases, contract rights, customer lists, trademarks,
trade names, intellectual property, goodwill, materials, supplies, telephone
numbers, business records, and other assets owned by Seller and used or useful
in the Business and related operations. The assets and properties to be
transferred by Seller to Buyer shall include, without limitation those
identified in Exhibit A attached hereto.
2. Conveyance and Transfer Documents. Seller agrees to deliver to Buyer at
the Closing such certificates, bills of sale, documents of title and other
instruments of conveyance and transfer, in form and content satisfactory to
Buyer, as shall be effective to vest in Buyer good and marketable title in and
to any property to be sold, assigned, transferred, conveyed and delivered
hereunder.
3. Payment of Purchase Price. In exchange for full payment for all of the
items purchased from Seller, Buyer shall issue Seller 350,000 shares of its
common stock. Such issued shares shall be "restricted securities" and shall be
imprinted with the following legend or a reasonable facsimile thereof on the
front and reverse sides thereof:
"The shares of stock represented by this certificate have not been registered
under the Securities Act of 1933, as amended, and may not be sold or otherwise
transferred unless compliance with the registration provisions of such Act has
been made or unless availability of an exemption from such registration
provisions has been established, or unless sold pursuant to Rule 144 under the
Act."
4. Nonassumption of Liabilities. Except as otherwise agreed expressly in
writing and those specifically identified in Exhibit A, Buyer does not and
shall not assume or agree to pay any of Seller's or, where applicable, any
shareholder's, partner's, or member's, liabilities or obligations of any
nature or kind. Seller and, where applicable, any shareholder, partner, or
member, shall each remain responsible for their respective debts and
obligations.
5. Further Assurances. From time to time after the date of this Agreement,
Seller shall give to Buyer, and to Buyer's representatives, auditors and
counsel, full access during normal business hours to all of the properties,
books, records, tax returns, contracts, licenses, franchises and all of the
documents of Seller relating to the Business and shall furnish to Buyer all
information with respect to the Business, as Buyer may from time to time
reasonably request. Promptly following execution of this Agreement, Seller
shall use Seller's best efforts to obtain all consents (if any, including,
without limitation, consents of any government or governmental agency)
necessary to effect the sale, assignment, transfer, conveyance and delivery
contemplated by Section 1 hereof. From time to time after the Closing, at
Buyer's request and without further consideration, Seller agrees to execute
and deliver at Seller's expense such other instruments of conveyance and
transfer and take such other action as Buyer reasonably may require more
effectively to sell, assign, transfer, convey, deliver and vest in Buyer, and
to put Buyer in possession of, any property to be sold, assigned, transferred,
conveyed and delivered hereunder.
6. Closing.
A. The issuance of shares, delivery of documents and completion of other
items related to the transfer of the Business and the assets purchased by
Buyer (the "Closing") shall be held on February 14, 2000, at 5:00 p.m., at
Seller's location, or on such other date, and at such other time and place, as
mutually agreed upon by the parties in writing.
B. At the Closing:
(i) Seller shall execute and deliver to Buyer the instruments of
conveyance and transfer called for in Section 2 hereof;
(ii) Buyer shall deliver to Seller a Board resolution instructing
the Buyer's transfer agent to issue the stock called for in Section 3 above.
7. Representations and Warranties of Seller. Seller represents and
warrants to and covenants with Buyer, and Buyer's successors and assigns
(which representations, warranties and covenants shall survive the Closing),
as follows:
A. Seller has full power and authority to execute and deliver the Agreement
and to consummate the transactions contemplated hereby.
B. This Agreement and Seller's performance of the obligations herein do not
constitute the breach or violation of any agreement, covenant, obligation or
promise to which Seller is legally bound.
C. Seller's execution, delivery and performance of this Agreement will not
constitute the breach or violation of any agreement, obligation, promise,
covenant or court order with respect to any spousal maintenance or child
support obligation and that Seller's spouse, if any, does not own any part of
the Business and no consent or waiver by any such spouse is required to
complete Seller's obligations herein.
D. Except as otherwise disclosed by Seller in writing, as of the date of
this Agreement, the assets and properties of Seller are not, and as of the
Closing they will not be, subject to any liens, encumbrances, claims, clouds,
charges, equities or imperfections of any nature.
E. Neither the execution or delivery by Seller of this Agreement or the
transactions contemplated hereby will: (i) result in the creation of any lien,
security interest, or encumbrance upon any of the assets of Seller; (ii)
violate any order, writ, injunction, decree, judgment, law, rule, regulation
or ruling of any court or governmental authority applicable to Seller or any
of its properties; or (iii) require any consent, approval or authorization of,
or declaration, filing or registration with, any governmental or regulatory
authority.
F. Seller, and where applicable any shareholder, officer, director, member
or partner, are in violation of, or under investigation with respect to, or
have been charged with or given notice of, any violation of any applicable
law, statute, order, rule, regulation, policy or guideline promulgated or
judgment entered, by any federal, state or local court or governmental
authority relating to or affecting the Business, Seller or any of Seller's
assets.
G. As of the Closing Date there has not been, any materially adverse change
in the financial condition, assets, liabilities, business or property of
Seller, or with respect to its employees or customers, and Seller has no
knowledge of any fact or contemplated event which may, in the future, cause
any such materially adverse change. As of the date of Closing, the business
of the Seller has been, and will be, conducted only in the ordinary course.
H. Copies of all instruments, agreements and other documents which have
been delivered or may be delivered to Buyer by Seller pursuant to or in
connection with this Agreement are and will be complete and correct as of the
date hereof and as of the Closing. Exhibits B and C, attached hereto and made
a part hereof, are lists of all contracts, leases, licenses and other
agreements relating to the Business. Seller is not in default and has not
received any notice of default under any such contract, lease, license or
other agreement or under any other obligation relating to the Business.
I. As of the date hereof there is, and on the Closing Date there will be,
no litigation at law or in equity, no proceeding before any commission or
other administrative or regulatory authority, and no dispute, claim or
controversy (including, without limitation, labor union strikes, elections,
arbitrations, grievances, complaints, or administrative actions) pending, or
to the knowledge of Seller threatened, against or affecting the business or
property of Seller or it right to carry on it business and enter into and
consummate the transactions contemplated by this Agreement.
J. There is no unfair labor practice complaint against Seller pending
before the National Labor Relations Board. There is no labor strike dispute,
slowdown or stoppage, or any union organizing campaign, pending, or to the
best of the knowledge of Seller, threatened against or involving Seller. No
labor agreements have been filed with Seller which has had, or may have, a
materially adverse effect on Seller's business. No collective bargaining
agreement is currently being negotiated with Seller.
K. Seller has not employed any broker or finder or incurred any liability
for any brokerage fees, commissions, finder fees or similar fees or expenses,
and no broker or finder has acted directly or indirectly for Seller in
connection with this Agreement or the transactions contemplated hereby.
L. On the date hereof Seller has, and on the Closing Seller shall have,
duly prepared and timely filed all local, state and federal tax returns
(including, without limitation, those which relate to FICA, withholding and
other payroll taxes) required to be filed by such dates, and paid all taxes,
penalties and interest with respect thereto. To the extent that any tax
liabilities have accrued but not become payable, the full amounts thereof have
been reflected as liabilities or reserved against on the Balance Sheet. After
the Closing, Seller shall duly prepare and timely file any and all local,
state and federal tax returns which pertain, in whole or in part, to the
period on or before the Closing, and pay all taxes, penalties and interest
with respect thereto.
M. On the date hereof, the properties and assets to be transferred under
this Agreement are, and on the Closing they will be, in good condition and
repair.
N. Seller shall permit Buyer and its representatives at all reasonable
times during business hours and without interfering with the normal conduct of
the business of Seller, to examine and have full access to all of the
properties, books and records of Seller and to copy such books and records (at
Buyer's expense).
8. Representations and Warranties of Buyer. Buyer represents and warrants
to and covenants with Seller (which representations and warranties shall
survive the Closing) as follows:
A. Buyer is a Corporation duly organized, validly existing and in good
standing under the laws of the State of Utah.
B. Buyer has full power and authority to execute and deliver the Agreement
and to consummate the transactions contemplated hereby. The execution,
delivery and consummation of this Agreement have been duly authorized and
approved by such directors of Buyer as required by, and in accordance with,
applicable laws and the instruments, agreements and documents controlling
Buyer's governance.
C. As of the date hereof there is, and as of the Closing there will not be
litigation at law or in equity, no proceeding before any commission or other
administrative or regulatory authority, and no dispute, claim or controversy
pending, or to the knowledge of Buyer threatened, against or affecting the
right of Buyer to enter into and consummate the transactions contemplated by
this Agreement.
D. Buyer has not employed any broker or finder or incurred any
liability for any brokerage fees, commissions, finder fees or similar fees or
expenses in connection with the transactions contemplated by this Agreement,
and no broker or finder has acted on Buyer's behalf.
9. Indemnification.
A. Seller indemnifies and holds harmless Buyer against any loss, damage or
expense (including, without limitation, taxes, penalties, interest and
reasonable attorney's fees) asserted against or suffered by Buyer arising out
of or resulting from (i) any breach of this Agreement by Seller; (ii) any
inaccuracy in the representations, warranties, and covenants made by Seller in
this Agreement, or in any certificate, schedule, exhibit or written instrument
delivered or to be delivered under this Agreement; and (iii) any liability,
obligation, demand, claim, action, or judgment, known or unknown, which may
already have arisen or which may hereafter arise, by reason of or in
connection with the operation of Seller's business prior to the Closing.
B. (i) Buyer shall promptly notify Seller of any claim or demand which
Buyer determines has given or could give rise to a right of indemnification
under this Agreement. Unless Seller give Buyer written notice that either
contests Buyer's right to indemnification for a claim or demand within thirty
(30) days of the date Buyer notifies them of such a claim or demand, Seller
shall be deemed to have acknowledged Buyer's right to indemnification for such
claim or demand pursuant to the provisions of this Agreement.
(ii) If any claim or demand relates to a claim or demand asserted by a
third party against Buyer, Seller shall have the duty, at Seller's expense, to
defend any such claim or demand. Buyer shall make available to Seller and
Seller's representatives all records and other materials reasonably required
by them for their use in contesting any such claim or demand. Buyer shall
have the right, but not the obligation, to employ separate counsel, and to
participate with Seller in the defense of any such claim or demand, but the
fees and expenses of such separate counsel shall be paid by Buyer. In not
event shall Buyer be obligated to defend any such claim or demand.
10. Conditions Precedent to the Obligations of Buyer. The obligations of
Buyer under this Agreement are subject to the following conditions precedent:
A. The representations, warranties and covenants made by Seller herein to
Buyer shall be true and correct in all material respects on and as of the
Closing Date with the same effect as if such representations, warranties and
covenants had been made on and as of date of the Closing, and Seller shall
have performed and complied with all agreements, covenants and conditions on
their part required to be performed and complied with on or prior to the
Closing.
B. The assets to be purchased by Buyer and the Business shall not have been
adversely affected in any material way (whether or not covered by insurance)
as a result of any fire, casualty, act of God or other force majeure or any
labor dispute or disturbances.
11. Conditions Precedent to the Obligations of Seller. The obligations of
Seller shall be subject to the condition precedent that all warranties,
representations, and covenants made by Buyer to Seller in this Agreement shall
be true and correct in all material respects on and as of the Closing with the
same effect as if such warranties, representations, and covenants had been
made on and as of the date of the Closing, and Buyer shall have performed or
complied with all agreements, covenants and conditions on its part required to
be performed or complied with on or prior to the Closing.
12. Covenants of Seller. Seller covenants with Buyer as follows:
During the two year period from and after the Closing, Seller shall not
directly or indirectly, or as a partner, shareholder, employee, manager or
otherwise, own, manage, operate, control, be employed by, participate in, or
otherwise be connected with any other business the same as or similar to the
Business. In the event any of the provisions of this Section shall be
determined to be invalid by reason of their scope or duration, this Section
shall be deemed modified to such extent as required to cure the invalidity.
In the event of a breach, or a threatened breach, of this covenant, Buyer
shall be entitled to obtain an injunction restraining the commencement or
continuance or the breach, as well as to any other legal or equitable remedies
permitted by law.
13. Consulting Agreement. N/A
14. Notices.
Any notice under this Agreement shall be effectively given upon deposit in the
United States mail, postage prepaid, or by recognized overnight delivery
service, and addressed as follows (or at such change of address given by one
party to the other in writing after the date hereof):
If to Buyer: CraftClick.com, Inc., 432 Culver Blvd., Playa Del Rey, CA 90293
If to Seller: Jim Valentine
5121 West 85th Street
Tulsa, OK 74131
15. Final Agreement.
This Agreement represents the full agreement between the parties and
supersedes any and all prior negotiations and understandings between them.
This Agreement may not be modified or amended except by a written instrument
executed by all of the parties.
15. Governing Law.
This Agreement shall be governed by and construed according to the laws of the
State of Utah.
16. Force Majeure.
Nonperformance of either party shall be excused to the extent that performance
is rendered impossible by strike, fire, flood, governmental acts, orders or
restrictions, or any other reason where failure to perform is beyond the
control and not caused by the negligence of the non-conforming party.
17. No Assignment.
The parties agree that neither party may assign or transfer any rights and
obligations under this Agreement, directly or indirectly except upon the prior
written consent of the other party. Subject to the foregoing, this Agreement
shall be binding upon and inure to the benefit of the parties hereto, their
successors and assigns.
18. Severability.
If any provision of this Agreement is held to be invalid by a court of
competent jurisdiction, then the remaining provisions shall nevertheless
remain in full force and effect.
19. Counterparts.
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original.
20. Headings.
Headings used in this Agreement are provided for convenience only and shall
not be used to construe meaning or intent.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
CraftClick.com, Inc.
By: /s/Peter A. Yollin /s/Jim Valentine
Peter A. Yollin Jim Valentine, Partner
Chief Executive Officer
/s/Jeanie Valentine
Jeanie Valentine, Partner
<PAGE>
EXHIBIT A
Seller's Assets and Liabilities
Financial (approximate values as of 2-4-00):
Cash $ 1,375.36
Inventory $40,133.07
Fixed Assets $19,902.21
Other Assets $ 3,750.00
Accounts payable $ 9,657.21
Bank line of credit $ 4,271.04
Others:
All software relating to the Business, including but not limited to operating
and application software.
All domain names registered to the Business, including but not limited to
gostitch.com.
All e-mail lists and registered member information (approximately 8850 e-mail
addresses).
Complete access including passwords to the Business web site.
Any information that is stored in the databases of the Business.
<PAGE>
EXHIBIT B
Interwest Transfer Co.
1981 East Murray-Holladay Rd.
P. O. Box 17136
Salt Lake City, Utah 84117
Craftclick.com, Inc.
432 Culver Blvd.
Playa Del Rey, California 90393
Re: Sale of assets of Stitches To Go ("STG") in exchange for shares of
Craftclick.com, Inc., a Utah corporation ("Craftclick or "the Company")
Dear Ladies and Gentlemen:
Pursuant to that certain Asset Purchase Agreement (the "Agreement") between
the undersigned I acknowledge that I have approved this sale and exchange;
that I am aware of all of the terms and conditions of the Agreement; that I
have received and personally reviewed a copy of any and all material documents
regarding the Company, including, but not limited to Articles of
Incorporation, Bylaws, minutes of meetings of directors and stockholders,
financial statements and the Company's Annual and Quarterly and Current
Reports filed with the Securities and Exchange Commission for the past twelve
months which can be reviewed in the Edgar Archives at www.sec.gov. I
represent and warrant that no director or officer of the Company or any
associate of either has solicited this exchange; that I am an "accredited
investor" as that term is known under the Rules and Regulations of the
Securities and Exchange Commission; and/or, I represent and warrant that I
have sufficient knowledge and experience to understand the nature of the
exchange and am fully capable of bearing the economic risk of the loss of my
entire cost basis. I hereby compromise and waive any claims I have or may
have against STG under any federal or state securities laws, rules or
regulations or otherwise, or for any other reason whatsoever.
I understand that you have and will make books and records of your Company
available to me for my inspection in connection with the contemplated exchange
of my shares, and that I have been encouraged to review the information and
ask any questions I may have concerning the information of any director or
officer of the Company or of the legal and accounting firms for the Company.
I understand that the accounting firm for Craftclick is Mantyla, McReynolds &
Assoc., 5872 South 900 East, #250, Salt Lake City, Utah 84121; Telephone:
(801) 269-1818; and that legal counsel for Craftclick is Leonard W.
Burningham, Esq., 455 East 5th South, Suite 205, Salt Lake City, Utah 84111,
Telephone #801-363-7411.
I also understand that I must bear the economic risk of ownership of any of
the Craftclick shares for a long period of time, the minimum of which will be
one (1) year, as these shares are "unregistered" shares and may not be sold
unless any subsequent offer or sale is registered with the United States
Securities and Exchange Commission or otherwise exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Act"), or other
applicable laws, rules and regulations.
I intend that you rely on all of my representations made herein and those in
the personal questionnaire (if applicable) I provided for use by Craftclick as
they are made to induce you to issue me the shares of Craftclick under the
Agreement, and I further represent (of my personal knowledge or by virtue of
my reliance on one or more personal representatives), and agree as follows,
to-wit:
1. That the shares being acquired are being received for investment
purposes and not with a view toward further distribution;
2. That I have a full and complete understanding of the phrase "for
investment purposes and not with a view toward further distribution";
3. That I understand the meaning of "unregistered shares" and know that
they are not freely tradeable;
4. That any stock certificate issued by you to me in connection with the
shares being acquired shall be imprinted with a legend restricting the sale,
assignment, hypothecation or other disposition unless it can be made in
accordance with applicable laws, rules and regulations;
5. I agree that the stock transfer records of your Company shall reflect
that I have requested the Company not to effect any transfer of any stock
certificate representing any of the shares being acquired unless I shall first
have obtained an opinion of legal counsel to the effect that the shares may be
sold in accordance with applicable laws, rules and regulations, and I
understand that any opinion must be from legal counsel satisfactory to the
Company and, regardless of any opinion, I understand that the exemption
covered by any opinion must in fact be applicable to the shares;
6. That I shall not sell, offer to sell, transfer, assign, hypothecate or
make any other disposition of any interest in the shares being acquired except
as may be pursuant to any applicable laws, rules and regulations;
7. I fully understand that my shares which are being exchanged for shares
of the Company are "risk capital," and I am fully capable of bearing the
economic risks attendant to this investment, without qualification; and
8. I also understand that without approval of counsel for Craftclick, all
shares of Craftclick to be issued and delivered to me shall be represented by
one stock certificate only and which such stock certificate shall be imprinted
with the following legend or a reasonable facsimile thereof on the front and
reverse sides thereof:
The shares of stock represented by this certificate have not been registered
under the Securities Act of 1933, as amended, and may not be sold or otherwise
transferred unless compliance with the registration provisions of such Act has
been made or unless availability of an exemption from such registration
provisions has been established, or unless sold pursuant to Rule 144 under the
Act.
Any request for more than one stock certificate must be accompanied by a
letter signed by the requesting stockholder setting forth all relevant facts
relating to the request. Craftclick will attempt to accommodate any
stockholders' request where Craftclick views the request is made for valid
business or personal reasons so long as in the sole discretion of Craftclick,
the granting of the request will not facilitate a "public" distribution of
unregistered shares of common voting stock of Craftclick.
You are requested and instructed to issue a stock certificate as follows,
to-wit:
Jean J. Valentine 175,000
(Name(s) and Number of Shares)
5121 West 85th Street
(Address)
Tulsa, OK 74131
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is desired, put the initials
JTRS after your names.
Dated this ________ day of _______________________, 2000.
Very truly yours,
/s/Peter D. Yollin
<PAGE>
You are requested and instructed to issue a stock certificate as follows,
to-wit:
James V. Valentine 175,000
(Name(s) and Number of Shares)
5121 West 85th Street
(Address)
Tulsa, OK 74131
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is desired, put the initials
JTRS after your names.
Dated this ________ day of _______________________, 2000.
Very truly yours,
/s/Peter Yollin
CraftClick.com Announces Acquisition of Stitches to Go, A Leading Online
Source for Cross Stitch Supplies
Tuesday, February 8, 2000
PLAYA DEL REY, Calif., Feb. 8 /PRNewswire/ -- CraftClick.com (OTC Bulletin
Board: CTCK - news) announced today the acquisition of Stitches To Go.
Stitches To Go is an online Needlework supply store, offering over 7,500 items
specifically to cross stitching enthusiasts. The Company is a comprehensive
source for all items related to Cross Stitching, where customers can find
patterns, threads, needles, fabric, patterns, and kits. Stitches to Go is
accessible on the Web at www.gostitch.com.
CraftClick.com also announced that Jim and Jeanie Valentine, operators of
Stitches To Go, will join CraftClick.com, lending their extensive knowledge of
the Needlework industry to the Company.
Peter Yollin, Chairman and Chief Executive Officer of CraftClick.com, stated
``Within the vast Arts & Crafts community are numerous niches which have a
large and dedicated following. In building our CraftClick.com network, we have
sought to cater to such targeted communities, which will benefit from a
centralized online meeting place, where people can find free projects, chat
with fellow craftspeople, find local and nationwide craft-related events, and
purchase all their supplies. This acquisition gives an instant window to a
substantial population of stitchers worldwide.''
Jim and Jeanie Valentine stated, ``For more than four years, we have dedicated
ourselves to running our web site, helping to unite stitching enthusiasts
around the world. GoStitch.com is to our knowledge one of the oldest online
needlework sites in existence, which has allowed us to develop strong
relationships with thousands of customers and suppliers. Our web site averages
about 900,000 hits per month, which is a testament to the great interest in
cross stitching, and to the service and offerings of our site.''
The acquisition of Stitches To Go follows CraftClick.com's recent acquisitions
of Bella-Decor.com and CraftNetVillage.com. Bella-Decor.com is an online Arts
and Crafts search engine with an unparalleled reach throughout the online and
off-line Arts and Crafts industry. CraftsSearch.com can be accessed on the Web
at www.craftssearch.com or www.bella-decor.com. Milwaukee-based
CraftNetVillage.com (www.craftnetvillage.com) has built a loyal following of
craftspeople worldwide seeking Arts and Crafts products, projects, information
and advice. One of the first large-scale online Arts and Crafts destinations,
CraftNetVillage.com has served to bring craftspeople and craft merchants
together on the Internet for almost five years.
CraftClick.com Announces Acquisition of Art2Artonline.com, a Leading Online
Supplier of Premium Arts & Crafts
CraftClick.com's Fourth Craft Site Purchase Reflects Strategy of Rapidly
Building Community User Base and Network Content Through Synergistic
Acquisitions
PLAYA DEL REY -- February 14, 2000 -- CraftClick.com (OTC BB: CTCK) announced
today the acquisition of Art2Art.com, an online art supply store which sells
over 35,000 items and boasts a vast and loyal user base.
Based in Springfield, Missouri, Art2Art.com offers chat rooms, bulletin
boards, monthly calendars, auctions, free e-cards, free projects, bargain
items, and package tracking. The company is located on the Web at
www.art2art.com and www.art2artonline.com.
Commenting on this most recent acquisition, Peter Yollin, Chief Executive
Officer of CraftClick.com, stated, "Art2Art.com, through its vast selection of
art supplies and craft items and reputation for customer service and rapid
product delivery, has built an extremely large following in the Arts & Crafts
world".
"With online customer acquisition costs soaring, Art2Art.com's customer base
provides us with a very valuable asset. The addition of these new users to
the CraftClick.com community will provide us with a highly-targeted audience
of craft product customers, and benefit our entire CraftClick.com network as
these new users participate in our discussion groups, create craft project
"how-to" guides, and set up shop with our e-commerce enabled free homepages."
The acquisition of Art2Art.com follows CraftClick.com's recent acquisitions of
Stitches to Go, Bella-Decor.com and CraftNetVillage.com. Stitches To Go
(www.gostitch.com) caters to the worldwide Needlework community. Bella-
Decor.com runs an online Arts and Crafts search engine named CraftsSearch.com,
with an unparalleled reach throughout the online and off-line Arts and Crafts
industry. CraftsSearch.com can be accessed on the Web at
www.craftssearch.comor www.bella-decor.com. Milwaukee-based
CraftNetVillage.com (www.craftnetvillage.com) has built a loyal following of
craftspeople worldwide seeking Arts and Crafts products, projects, information
and advice. One of the first large-scale online Arts and Crafts destinations,
CraftNetVillage.com has served to bring craftspeople and craft merchants
together on the Internet for almost five years.
About CraftClick.com
CraftClick.com (www.craftclick.com), the ultimate online Arts & Crafts
destination, offers amateur and professional craftspeople worldwide a wealth
of Arts & Crafts related content, as well as robust e-commerce capabilities,
including free commerce-enabled Web pages and free email. CraftClick.com's
extensive project and information library contains more than 15,000 fun and
creative projects, and its Superstore offers convenient one-stop shopping for
several hundred thousand Arts & crafts supplies.
CraftClick.com is also positioning itself as the ultimate virtual exchange
through its wholly-owned exchange portal, BuyIt.com (www.buyit.com).
BuyIt.com includes the BuyIt Auction, the BuyItMall, and an
extensive online product network. The BuyIt Auction, a member of the
FairMarket Network of auction sites, is an online person-to-person auction
that is positioned to become the premier "auction of the communities," through
co-branding, white labeling and the formation of other strategic alliances.
The BuyItMall offers specialty retailers an opportunity to generate an e-
commerce Web presence and benefit from the exposure of the BuyIt community.
Recent additions to the BuyIt.com online network include BuyIt Kidz, with
products and content supplied by eToys.com; BuyIt Health, with products and
content supplied by PlanetRX.com; and BuyIt Travel, powered by Travelocity.
For more information, contact Sanjay Sabnani (310-399-4059/[email protected]) at
Venture Catalyst; or Sandy Seth (310-827-3500/[email protected]) at
CraftClick.com.
